UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d)15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, August 20142017
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d)15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number No. 000-53230
PEPTIDE TECHNOLOGIES,
ETERNELLE SKINCARE PRODUCTS INC.
(Exact nameName of registrantsmall business issuer as specified in its charter)
Nevada | 98-0479983 | |
(State or other jurisdiction of | ( | |
incorporation or | Identification No.) |
601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington 98101
5348 Vegas Drive #177
Las Vegas, NV 89108
(Address of principal executive offices) (Zip Code)
(702) 948-8893
Registrant’s telephone number, including area code: (206) 452-3995code
Indicate by check mark whether the registrantRegistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
days:
Yes [X] No [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non–Accelerated filer | [ ] | Smaller reporting company | [X] |
Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b–2 of the Exchange Act).
Yes [ ] No [X]
Number
Indicate the number of shares issued and outstanding of each of the registrant’s classissuer’s classes of common stock, as of 20 October 2014: 156,412,660 shares of common stock.the latest practicable date.
Class | Outstanding at February 8, 2018 | |
Common stock, $0.001 par value | 116,862,660 |
ETERNELLE SKINCARE PRODUCTS INC.
The Company recognized $9,239 in revenues during the quarter endedINDEX TO FORM 10-Q FILING
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, August 2014.2017 AND 2016
1TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
CERTIFICATIONS | ||
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act | |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act | |
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
2
PART I -
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEPTIDE TECHNOLOGIES, INC.
(A Development Stage Company)The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally accepted in the United States of America. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s Registration Statement on Form 10-12G for the year ended March 31, 2017. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included, and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that can be expected for the year ending March 31, 2018.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Expressed in U.S. Dollars)(Unaudited)AUGUST 31, 2014
Financial Statements
F-31
PEPTIDE TECHNOLOGIES,
ETERNELLE SKINCARE PRODUCTS INC. (A Development Stage Company)
Interim Consolidated Financial Statements(Expressed in U.S. Dollars)(Unaudited)August 31, 2014
F-4
PEPTIDE TECHNOLOGIES, INC. (A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS
August 31, 2014 | November 30, 2013 | |||||
(Unaudited) | (Audited) | |||||
ASSETS | ||||||
Current Assets | ||||||
Cash and cash equivalents | $ | 11,560 | $ | 157 | ||
Total Current Assets | 11,560 | 157 | ||||
Website (net of accumulated amortization of $6,667 and $4,167, respectively) (Note 3) | 3,333 | 5,833 | ||||
Intangible assets and intellectual property (Note 7) | - | 45,000 | ||||
TOTAL ASSETS | $ | 14,893 | $ | 50,990 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||
LIABILITIES | ||||||
Current Liabilities | ||||||
Accounts payable and accrued liabilities (Note 4) | $ | 651,968 | $ | 1,662,272 | ||
Notes payable and accrued interest (Note 5) | 105,631 | 88,850 | ||||
Total Current Liabilities | 757,599 | 1,751,122 | ||||
STOCKHOLDERS’ DEFICIENCY | ||||||
Capital Stock (Note 8) | ||||||
Authorized: | ||||||
675,000,000 common shares, par value $0.001 per share | ||||||
Common shares issued and outstanding: | ||||||
156,412,660 and 151,123,000 at August 31, 2014 and November 30, 2013, respectively | 156,413 | 151,123 | ||||
Additional paid-in capital | 187,899 | 148,279 | ||||
Accumulated deficit | (105,837 | ) | (105,837 | ) | ||
Accumulated deficit during development stage | (981,181 | ) | (1,893,697 | ) | ||
Total Stockholders’ Deficiency | (742,706 | ) | (1,700,132 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | $ | 14,893 | $ | 50,990 |
(UNAUDITED)
|
| December 31, 2017 |
|
| March 31, 2017 |
| ||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 3,767 |
|
| $ | — |
|
Total Current Assets |
|
| 3,767 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
Website |
|
| 14,656 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ | 18,423 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 43,726 |
|
| $ | 37,230 |
|
Related-party advances |
|
| 60,861 |
|
|
| 13,263 |
|
Accrued compensation |
|
| 221,192 |
|
|
| 221,192 |
|
Other accrued liabilities |
|
| 10,000 |
|
|
| 10,000 |
|
Total Current Liabilities |
|
| 335,779 |
|
|
| 281,685 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
|
|
|
Common stock: $0.001 par value; 675,000,000 shares authorized; 116,862,660 and 156,062,660 shares issued and outstanding as of December 31, 2017 and March 31, 2017, respectively |
|
| 116,863 |
|
|
| 156,063 |
|
Additional paid-in capital |
|
| 731,963 |
|
|
| 692,763 |
|
Accumulated deficit |
|
| (1,166,182 | ) |
|
| (1,130,511 | ) |
Total Stockholders’ Deficit |
|
| (317,356 | ) |
|
| (281,685 | ) |
Total Liabilities and Stockholders’ Deficit |
| $ | 18,423 |
|
| $ | — |
|
The accompanying notes are an integral part of these interim consolidatedunaudited financial statements.
F-52
PEPTIDE TECHNOLOGIES,ETERNELLE SKINCARE PRODUCTS INC. (A Development Stage Company)INTERIM CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS(Unaudited)OPERATIONS
For the three-month period ended August 31, 2014 | For the three-month period ended August 31, 2013 | For the nine-month period ended August 31, 2014 | For the nine-month period ended August 31, 2013 | Cumulative from re-entering of development stage on June 26, 2010 to August 31, 2014 | |||||||||||
Revenue | |||||||||||||||
Revenue | $ | 9,239 | $ | - | $ | 9,239 | $ | - | $ | 9,239 | |||||
Expenses | |||||||||||||||
Consulting | - | 75,000 | - | 227,000 | 552,975 | ||||||||||
Salaries and bonus (Note 4) | 49,224 | 159,000 | 364,568 | 477,000 | 1,434,652 | ||||||||||
Office and administration | 4,185 | 5,419 | 15,563 | 13,963 | 68,588 | ||||||||||
Professional fees | 13,494 | 5,412 | 23,255 | 19,117 | 174,998 | ||||||||||
Supplies and materials | 1,909 | 1,101 | 9,903 | 1,101 | 70,135 | ||||||||||
68,812 | 245,932 | 413,289 | 738,181 | 2,301,348 | |||||||||||
Net Loss before Other Items | (59,573 | ) | (245,932 | ) | (404,050 | ) | (738,181 | ) | (2,292,109 | ) | |||||
Other Items | |||||||||||||||
Write down of intangible assets (Note 7) | - | - | (45,000 | ) | - | (45,000 | ) | ||||||||
Forgiveness of debt (Note 6) | - | - | 1,361,000 | - | 1,361,000 | ||||||||||
Foreign exchange gain (loss) | 1,523 | (1,274 | ) | 3,252 | 2,898 | 5,366 | |||||||||
Interest expense (Note 5) | (1,087 | ) | (1,097 | ) | (2,686 | ) | (2,909 | ) | (10,438 | ) | |||||
Net Profit (Loss) for the Period | (59,137 | ) | (248,303 | ) | 912,516 | (738,192 | ) | (981,181 | ) | ||||||
Other Comprehensive Loss | |||||||||||||||
Foreign currency translation adjustment | - | - | - | - | (333 | ) | |||||||||
Comprehensive Profit (Loss) for the Period | $ | (59,137 | ) | $ | (248,303 | ) | $ | 912,516 | $ | (738,192 | ) | $ | (981,514 | ) | |
Profit (Loss) per share from operations – Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||
Weighted Average Number of Shares Outstanding | 153,143,767 | 151,107,016 | 152,154,135 | 150,022,908 |
(UNAUDITED)
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| December 31, |
|
| December 31, |
| ||||||||||
|
| 2017 |
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| 2016 |
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| 2017 |
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| 2016 |
| ||||
Operating Expenses |
|
|
|
|
|
|
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General and administrative |
| $ | 10,254 |
|
| $ | 2,214 |
|
| $ | 35,501 |
|
| $ | 2,235 |
|
Total Operating Expenses |
|
| 10,254 |
|
|
| 2,214 |
|
|
| 35,501 |
|
|
| 2,235 |
|
|
|
|
|
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|
|
|
|
|
|
| |||||
Operating Loss |
|
| (10,254 | ) |
|
| (2,214 | ) |
|
| (35,501 | ) |
|
| (2,235 | ) |
|
|
|
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|
|
|
|
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|
|
| |||||
Other Expense |
|
|
|
|
|
|
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| ||||||||
Foreign currency loss |
|
| (187 | ) |
|
| — |
|
|
| (170 | ) |
|
| — |
|
Net Loss |
| $ | (10,441 | ) |
| $ | (2,214 | ) |
| $ | (35,671 | ) |
| $ | (2,235 | ) |
|
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| |||||
Basic and Diluted Loss per Common Share |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — | |||
Weighted Average Number of Common Shares Outstanding |
| 120,739,583 |
| 156,062,660 |
| 144,331,273 |
| 156,062,660 |
The accompanying notes are an integral part of these interim consolidatedunaudited financial statements.
F-63
PEPTIDE TECHNOLOGIES,ETERNELLE SKINCARE PRODUCTS INC.(A Development Stage Company)INTERIM CONSOLIDATED
STATEMENTS OF CASH FLOWS(Unaudited)
For the three-month period ended August 31, 2014 | For the three-month period ended August 31, 2013 | For the nine-month period ended August 31, 2014 | For the nine-month period ended August 31, 2013 | Cumulative from re-entering of development stage on June 26, 2010 to August 31, 2014 | |||||||||||
OPERATING ACTIVITIES | |||||||||||||||
Net profit (loss) | $ | (59,137 | ) | $ | (248,303 | ) | $ | 912,516 | $ | (738,192 | ) | $ | (981,181 | ) | |
Adjustments for non-cash items: | |||||||||||||||
Accrued interest | 1,087 | 1,097 | 2,686 | 2,909 | 10,438 | ||||||||||
Amortization | 833 | 833 | 2,500 | 2,500 | 6,667 | ||||||||||
Foreign exchange gain (loss) | (1,523 | ) | 1,275 | (3,252 | ) | (2,898 | ) | (5,366 | ) | ||||||
Forgiveness of debt (Note 6) | - | - | (1,361,000 | ) | - | (1,361,000 | ) | ||||||||
Non-cash consulting expense | - | - | - | - | 2,000 | ||||||||||
Share-based payment | 5,250 | - | 5,250 | - | 13,250 | ||||||||||
Write down of intangible assets and intellectual property (Note 7) | - | - | 45,000 | - | 45,000 | ||||||||||
Changes in operating assets and liabilities | |||||||||||||||
Decrease in prepaid expenses | - | - | - | 3,494 | 2,710 | ||||||||||
Increase in accounts payable and accrued liabilities | 49,360 | 225,000 | 350,696 | 684,678 | 2,012,218 | ||||||||||
Cash used in operating activities | (4,130 | ) | (20,098 | ) | (45,604 | ) | (47,509 | ) | (255,264 | ) | |||||
INVESTING ACTIVITIES | |||||||||||||||
Purchase of website | - | - | - | - | (10,000 | ) | |||||||||
Cash used in investing activities | - | - | - | - | (10,000 | ) | |||||||||
FINANCING ACTIVITIES | |||||||||||||||
Proceeds from issuance of common shares, net of share issuance costs | 4,660 | 25,000 | 39,660 | 45,000 | 160,774 | ||||||||||
Increase in notes payable | 9,500 | - | 17,347 | - | 84,559 | ||||||||||
Contribution by related party | - | - | - | - | 27,288 | ||||||||||
Cash from financing activities | 14,007 | 25,000 | 57,007 | 45,000 | 272,621 | ||||||||||
Effect of foreign exchange rate changes on cash | - | - | - | - | (333 | ) | |||||||||
Increase (decrease) in cash and cash equivalents | 9,877 | 4,902 | 11,403 | (2,509 | ) | 7,024 | |||||||||
Cash and cash equivalents, beginning of period | 1,683 | 369 | 157 | 7,780 | 4,536 | ||||||||||
Cash and cash equivalents, end of period | $ | 11,560 | $ | 5,271 | $ | 11,560 | $ | 5,271 | $ | 11,560 | |||||
Supplemental Disclosure of Cash Flow Information (Note 12) |
(UNAUDITED)
|
| For the Nine Months Ended |
| |||||
|
| December 31, |
| |||||
|
| 2017 |
|
| 2016 |
| ||
Cash Flows From Operating Activities: |
|
|
|
| ||||
Net loss |
| $ | (35,671 | ) |
| $ | (2,235 | ) |
Adjustments to reconcile net loss to cash flows used in operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 1,344 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| 6,496 |
|
|
|
|
|
Net cash used for operating activities |
|
| (27,831 | ) |
|
| (2,235 | ) |
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Cash Flows From Investing Activities: |
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|
|
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Website development |
|
| (16,000 | ) |
|
| — |
|
Net cash used for investing activities |
|
| (16,000 | ) |
|
| — |
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Cash Flows From Financing Activities: |
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|
|
|
|
Related-party advances |
|
| 47,598 |
|
|
| 2,235 |
|
Net cash provided by financing activities |
|
| 47,598 |
|
|
| 2,235 |
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|
|
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|
|
|
|
|
Increase in cash and equivalents |
|
| 3,767 |
|
|
| — |
|
Cash and cash equivalents, beginning of period |
|
| — |
|
|
| — |
|
Cash and cash equivalents, end of period |
| $ | 3,767 |
|
| $ | — |
|
The accompanying notes are an integral part of these interim consolidatedunaudited financial statements.
F-74
PEPTIDE TECHNOLOGIES,
ETERNELLE SKINCARE PRODUCTS INC.(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCYFor the Period from November 30, 2013 through August 31, 2014(Unaudited)
CAPITAL STOCK | ACCUMULATED | |||||||||||||||||
ADDITIONAL | DEFICIT DURING | |||||||||||||||||
PAID-IN | ACCUMULATED | DEVELOPMENT | ||||||||||||||||
SHARES | AMOUNT | CAPITAL | DEFICIT | STAGE | TOTAL | |||||||||||||
Balances, 30 November 2012 | 149,078,000 | $ | 149,078 | $ | 105,324 | $ | (105,837 | ) | $ | (898,221 | ) | $ | (749,656 | ) | ||||
Shares issued for | ||||||||||||||||||
Cash, net of share issuance costs (Note 8) | 45,000 | 45 | 42,955 | - | - | 43,000 | ||||||||||||
Contractor services (Note 8) | 2,000,000 | 2,000 | - | - | - | 2,000 | ||||||||||||
Net loss for the year | - | - | - | - | (995,477 | ) | (995,477 | ) | ||||||||||
Balance, 30 November 2013 | 151,123,000 | 151,123 | 148,279 | (105,837 | ) | (1,893,698 | ) | (1,700,132 | ) | |||||||||
Shares issued for | ||||||||||||||||||
Cash, net of share issuance costs (Note 8) | 39,660 | 40 | 39,620 | - | - | 39,660 | ||||||||||||
Related party services | 5,250,000 | 5,250 | - | - | - | 5,250 | ||||||||||||
Net profit (loss) for the period | - | - | - | - | 912,516 | 912,516 | ||||||||||||
Balances, 31 August 2014 | 156,412,660 | $ | 156,413 | $ | 187,899 | $ | (105,837 | ) | $ | (981,182 | ) | $ | (742,706 | ) | ||||
The accompanying notes are an integral part of these interim consolidated financial statements.
F-8
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, August, 2014(Unaudited)
F-9
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-10
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-11
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-12
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-13
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-14
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
As at: | 31 August 2014 | 30 November 2013 (Audited) | ||||
Cost $ | Accumulated amortization $ | Net book value $ | Cost $ | Accumulated amortization $ | Net book value $ | |
Website | 10,000 | 6,667 | 3,333 | 10,000 | 4,167 | 5,833 |
Total | 10,000 | 6,667 | 3,333 | 10,000 | 4,167 | 5,833 |
As at: | 31 August 2014 $ | 30 November 2013 (Audited) $ |
Accounts payable | 38,317 | 574,188 |
Accrued liabilities | 4,000 | 27,000 |
Payroll taxes payable | 29,652 | 17,084 |
Salaries and benefits payable (Note 6) | 580,000 | 1,044,000 |
Total accounts payable and accrued liabilities | 651,969 | 1,662,272 |
F-15
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
As at: | 31 August 2014 $ | 30 November 2013 (Audited) $ |
During the year ended 30 November 2010, Fotoview Inc. (“Fotoview”) issued a loan of $16,000 to a former director of the Company to purchase 4,000,000 restricted common shares of the Company. Upon the director’s resignation, the 4,000,000 common shares were cancelled and the Company assumed the loan payable to Fotoview. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 16,000 | 16,000 |
On 21 September 2011, PSI Services (“PSI”) issued a loan of $500 to the Company. The loan is unsecured, bears no interest and has no fixed terms of repayment. | 500 | 500 |
On 13 November 2011, PSI issued a loan of CAD$45,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest are due on 30 November 2014. The loan payable to PSI as at 31 August 2014 consists of principal and accrued interest of $41,445 (30 November 2013 – $42,710) and $6,963 (30 November 2013 – $5,251), respectively (Note 12). | 48,408 | 47,961 |
On 1 June 2012, PSI issued a loan of CAD$20,000 to the Company. The loan is unsecured and bears interest at a rate of 6% per annum. Principal and accrued interest is due on 30 November 2014.. The loan payable to PSI as at 31 August 2014 consists of principal and accrued interest of $18,420 (30 November 2013 – $18,982) and $2,486 (30 November 2013 – $1,707), respectively (Note 12). | 20,906 | 20,689 |
On 22 October 2013, PSI issued a loan of USD $3,700 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 3,700 | 3,700 |
On 21 April 2014, PSI Issued a loan of CAD $8,000 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 7,368 | - |
On 14 August 2014, PSI issued a loan of CAD $9,500 to the Company. The loan is unsecured, bears no interest, and has no fixed terms of repayment. | 8,749 | - |
Total notes payable | 105,631 | 88,850 |
F-16
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-17
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-18
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
Three month period ended 31 August 2014 $ | Nine month period ended 31 August 2014 $ | Three month period ended 31 August 2013 $ | Nine month period ended 31 August 2013 $ | Cumulative from re-entering of development stage on 26 June 2010 to 31 August 2014 $ | |
Administration | - | - | - | - | 20 |
Amortization (Note 3) | 833 | 2,500 | 834 | 2,500 | 6,667 |
Bank charges | 64 | 198 | 16 | 170 | 1,482 |
Dues and subscription | - | - | - | - | 575 |
Filing fees | 1,419 | 7,397 | 100 | 3,328 | 18,867 |
Meals and entertainment | - | - | 254 | 254 | 254 |
Office | 825 | 1,325 | 1,755 | 2,084 | 8,048 |
Penalties | - | - | - | - | 10,000 |
Transfer agent | 100 | 650 | 160 | 400 | 4,151 |
Rent | 147 | 638 | 363 | 1,101 | 1,871 |
Share-based payment | - | - | - | - | 8,000 |
Telecommunication | 726 | 2,783 | 786 | 1,469 | 5,777 |
Travel | - | - | 1,151 | 2,657 | 2,656 |
Website | 72 | 72 | - | - | 221 |
Total general and administration expenses | 4,185 | 15,563 | 5,419 | 13,963 | 68,588 |
F-19
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
For the nine month period ended 31 August 2014 $ | For the nine month period ended 31 August 2013 $ | |
Income (loss) before income taxes | 912,516 | (738,192) |
Federal income tax rates | 35.00% | 35.00% |
Income tax expense (recovery) based on the above rates | 319,381 | (258,367) |
Non–deductible items | 15,750 | - |
Change in valuation allowance | (335,131) | (258,367) |
Income tax expense | - | - |
As at: | 31 August 2014 $ | 30 November 2013 (Audited) $ |
Net income tax operating loss carry-forward | 1,018,391 | 1,975,908 |
Deferred tax assets | 356,437 | 691,568 |
Valuation allowance | (356,437) | (691,568) |
Deferred tax assets (liabilities) | - | - |
F-20
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-21
PEPTIDE TECHNOLOGIES, INC.(A Development stage Company)NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS31 August, 2014(Unaudited)
F-22
ITEM 2. MANAGEMENT’S DISCUSSION2017 AND ANALYSIS OR PLAN2016
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
Eternelle Skincare Products Inc. (the “Company” or “Eternelle”) was incorporated in the State of Nevada, United States of America, on November 18, 2005.
The following discussionCompany’s business is to develop and market skincare products. Its plan is to build a state-of-the-art online store with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately. The Company will engage a team with proprietary algorithmic software to assist in making these marketing decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.
The skincare space is well-suited for direct-to-consumer sales, and there are several channels that Eternelle will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one of Eternelle’s key strengths over smaller competitors in the space. In addition, Eternelle will create a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.
In November 2017, Byron Striloff joined the management team as President of Eternelle. Mr. Byron Striloff brings over 35 years of experience in corporate and financial planning to the Company. Refer to Part II, Item 5 of this Form 10-Q for additional information about Mr. Byron Striloff. Additionally, as the Company grows, it will continue to expand its management team, as well as engage external consultants, to direct and manage the Company’s strategic growth.
The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital to carry out its plan of operation and competition from existing consumer product companies.
The majority of manufacturing, distribution, marketing, and sales operations will be outsourced. However, strategic planning and development will be performed internally by the Company. This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2017 have been omitted. This report should be read in conjunction with our unauditedthe audited financial statements and notesthe footnotes thereto for the fiscal year ended March 31, 2017 included herein. In connection with, and because we desire to take advantage of,within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filingsCompany’s Form 10-12G as filed with the Securities and Exchange Commission. Forward-looking
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NOTE 3 – GOING CONCERN
These financial statements are statements not based on historical information andhave been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, and competitive, uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on our behalf. We disclaim any obligation to update forward-looking statements.
The following discussioncontemplate the continuation of the planCompany as a going concern. The Company has no operating revenues and has incurred losses from operations. It also has excess liabilities over assets of operation, financial condition, results of operations, cash flows$317,356 and changes in financial position of our Company should be read in conjunction with our most recent interim consolidated financial statements and notes appearing elsewhere in this Quarterly Report, on Form 10-Q filed April 11, 2014, on Form 10Q/A filed July 23, 2014, and our Annual Report on Form 10-K filed on February 28, 2014.
The independent registered public accounting firms’ reports on the Company's financial statementsrequires substantial capital to fund inventory purchases, as of November 30, 2013, and for the year then ended, include a "going concern" explanatory paragraph that describes substantialwell as costs to market its products. These factors raise doubt about the Company'sCompany’s ability to continue as a going concern. Management's
Management’s plans in regardare to the factors prompting the explanatory paragraph are discussed below and also in Note 1actively seek capital to the unaudited quarterly financial statements.
Discontinued Operations and New Developments
Since inception, the Company’s business plan was to develop a membership based website art gallery/auction house specifically focused on displaying and selling original artwork. The Company changed its status from a development stage company to an operating company on November 30, 2009. Management realized that the results of operations from the sale of artwork was lack-luster, and it was decided to change the Company’s business focus and plan for other strategic opportunities and discontinued the sale of artwork to be effective June 25, 2010. Effective June 26, 2010,enable the Company started to focus on a new business development. On July 29, 2010, the Company's name changed from Online Originals, Inc.procure its products to CREEnergy Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically,generate revenues and cash flows, and ultimately, achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company intended to obtain leases for the exploration and production of oil and gas in northern Canada and the United States. These objectives have not been realized andwill ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company has abandoned its efforts in this area.
On August 23, 2011, the Company entered into an Asset Purchase Agreement in which the Company, in exchange for 75,000,000 shares of the Company’s restricted common stock, will receive all rights and titleis unable to proprietary technologies and formulas involving the application of specialty peptides. On December 21, 2011 the Asset Purchase Agreement was amended and 30,000,000 of the 75,000,000 shares issued were returned to treasury and cancelled. Having done this, the Company has changed its business focus from obtaining leases for the exploration and production of oil and gas in areas of northern Alberta, Canada, to the manufacturing and distribution of natural peptide solutions to combat the economic burden caused by the zebra and quagga mussels to the hydropower electricity industry.
On December 14, 2011, the Company amended the Asset Purchase Agreement. As a result of the amendment, the purchase price of the assets was reduced from 75,000,000 shares to 45,000,000 shares, and 30,000,000 shares were returned to treasury and cancelled in exchange for payment of half of one percent of all gross monies received by the Company in relation to revenue earned from products derived from the use of all the formulae listed in the Asset Purchase Agreement. In addition, a monthly stipend of CAD $15,000 per month is to be paid commencing on the receipt of monies from the first contract signed to purchase products derived from the use of the formulae for a period of five years from the date of the Amended Asset Purchase Agreement. The cancellation of 30,000,000 common shares has been recorded as a recovery of intangible assets and intellectual property.
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On May 1, 2014, the Company entered into an agreement whereby the Asset Purchase Agreement and the First Amendment were deemed null and void and the platforms were returned to the original vendor.
On May 26, 2014, Peptide Technologies, Inc. entered into an exclusive global distribution agreement for its AquaNatural Marine coating with All-Sea Coatings Ltd. (a division of All-Sea Enterprises) of North Vancouver, Canada. This agreement has been replaced with an Asset Purhcase Agreement date August 14, 2014.
On August 14, 2014, Peptide Technologies, Inc. ("the Company") entered into an Asset Purchase Agreement with All-Sea Coatings Ltd. All-Sea Coatings Ltd has acquired from Peptide Technologies Inc. the non-commercialized re-formulated assets, that were developed by the Company, in consideration of $10,000, (ten thousand dollars) and a 3% Royalty of all Gross Sales & Revenue, to be paid to Peptide Technologies Inc., derived from All-Sea Coatings Ltd, until such a time should occur that Formulas and or All-Sea Coatings Ltd (the company) is sold. All-Sea Coatings Ltd shall cover all costs, expenses andraise additional capital including all monies for additional research and development etc., required to commercialize all of the coatings. All-Sea Coatings Ltd shall pay 10% of the gross sale to Peptide Technologies Inc. derived from any formula sold, out right, and or, if All-Sea Coatings (the Company) is purchased, 10% of the gross sale of All-Sea Coatings Ltd will be paid to Peptide Technologies Inc.
Business of Issuer
The Company business is to realize a 3% Royalty of all Gross Sales & Revenue, to be paid to Peptide Technologies Inc. derived from All-Sea Coatings Ltd, until such a time should occur that Formulas and or All-Sea Coatings Ltd (the company) is sold.
The Company has developed a non-commercialized, incomplete, re-formulated anti-fouling coating formula which has been sold to All-Sea Coatings Ltd. All-Sea Coatings Ltd. shall cover all costs, expenses and capital, including all monies for additional research and development etc., required to commercialize all of the various coatings that will be produced.
Facilities and Properties
We do not own our own facilities and are presently renting an identity office in Seattle, Washington.
Employees
Our officers, directors, and employees are responsible for planning, developing and operational duties and will continue to do so throughout the early stages of our growth.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Material Changes in Financial Condition
At 31 August 2014, our cash balance was $11,560. Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
At 31 August 2014, we had a working capital deficit of $746,039 compared to a working capital deficit of $1,750,965 at 30 November 2013. The reduction of our working capital deficit was caused by a $1.36 million dollar adjustment resulting from the forgiveness of wages and fees due
These financial statements do not include any adjustments related to the CEOrecoverability and an external consultant, and a $45,000 write downclassification of intangible assets. (See Notes 4, 6 and 7 within the financial statement section of this report for additional detail). At 31 August 2014, our total assets consisted of cash of $11,560 and a website with a net carrying value of $3,333. This compares with total assets at November 30, 2013, which consisted of cash of $157, a website with a net carrying value of $5,833 and intangible assets and intellectual property of $45,000.
23
At 31 August 2014, our total liabilities decreased to $757,599 from $1,751,122 at November 30, 2013. During the nine months ended 31 August 2014, accounts payable and accrued liabilities decreased by $993,523. The decrease was primarily caused by the forgiveness of accrued wages, bonus, and consulting fees by our CEO and an external consultant.
We believe our existing cash balances will not be sufficient to carry our normal operations over the next three (3) months. Our short and long-term survival is dependent on sales of securities as necessary or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansionamounts and classification of our business, we will attemptliabilities that might be necessary should the Company become unable to sell additional equity shares or issue debt. Any salecontinue as a going concern.
NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES
Basis of additional equity securities will result in dilution to our stockholders. Continuing events in worldwide capital markets may make it more difficult for us to raise additional equity or capital. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.Presentation
Result of Operations
For The Three Months Ended 31 August 2014 Compared To The Three Months Ended 31 August 2013.
We recognized $9,239 revenues from operational sales during the three months ending August 31, 2014.
During the three months ended 31 August 2014, operating expenses were $68,812 compared to $245,932 for the three months ended 31 August 2013. The decrease of $177,120 was due to a decrease in consulting fees of $75,000 due to the mutual termination of that contract on 30 November 2013, and a decrease in salaries of $110,000. Operating expenses during the three months ended August 31, 2014, consisted of salaries expense of $49,224, professional fees of $13,494, general and administrative expenses of $4,185, and supplies expense of $1,909, compared to salaries expense of $159,000, consulting fees of $75,000, professional fees of $5,412, general and administrative expenses of $5,419, and supplies expense of $1,101 incurred for the three months ended 31 August 2013.
We recognized net loss of $59,137 for the three months ended 31 August 2014, compared to a net loss of $248,303 for the three months ended 31 August 2013. The difference of $189,166 was a result of a reduction in accrued wages and a decrease in consulting expenses of $75,000 due to the cancellation of that agreement on 30 November 2013.
For The Nine Months Ended 31 August 2014 Compared To The Nine Months Ended 31 August 2013.
We recognized 9,239 revenues from operational sales during the nine months ending 31 August 2014.
During the nine months ended 31 August 2014, operating expenses were $413,289 compared to $738,181 for the nine months ended August 31, 2013. The decrease of $324,892 was due primarily to a decrease in consulting fees of $227,000 due to the mutual termination of that contract on November 30, 2013 and a reduction in accrued salaries of 112,432. Operating expenses during the nine months ended 31 August 2014, consisted of salaries expense of $364,568, professional fees of $23,265, general and administrative expenses of $15,563, and supplies and materials expense of $9,903, compared to salaries expense of $477,000, professional fees of $19,117, general and administrative expenses of $13,963, and supplies and materials expense of $1,101, incurred for the nine months ended 31 August 2013.
We recognized a net income of $912,516 for the nine months ended 31 August 2014, compared to a net loss of $738,192 for the nine months ended 31 August 2013. The difference of $1,650,708 was a result a result of the write-off adjustment of $1,361,000 of accrued wages and consulting fees, and the decrease in consulting expenses of $150,000 due to the cancellation of that agreement on 30 November 2013 offset with the write-down of $45,000 for intangible assets.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
24
Critical Accounting Policies and Estimates
The preparation of the Company’s interim consolidated financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the interim consolidatedaccompanying unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a summary of the significant accounting policies and related estimates that affect the Company’s financial disclosures:
Principles of Consolidation
These interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary PEPT Peptide Technologies Inc., a company incorporated in the province of British Columbia on 5 August 2013. All significant inter-company balances and transactionsdisclosures have been eliminated upon consolidation.
Organizational and Start-up Costs
Costs of start-up activities, including organizational costs, are expensed as incurredprepared in accordance with Accounting Standards Codification (“ASC”) 720-15, “Start-Up Costs”.U.S. GAAP applicable to interim financial information and with the instructions to Form 10-Q. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair presentation of the financial position and interim results of Eternelle as of and for the periods presented have been included. Results for interim periods are not necessarily indicative of those that may be expected for a full year.
Development-Stage Company
DuringThe year-end balance sheet data was derived from audited financial statements; however, the accompanying interim notes to the financial statements do not include all disclosures required by U.S. GAAP. The financial information included herein should be read in conjunction with Eternelle’s financial statements and related notes for the year ended 30 November 2010,March 31, 2017 as filed in the Company’s Registration Statement on Form 10-12G.
Revenue Recognition
Revenue is recognized on a gross basis upon shipment or upon receipt of products by the customer, depending on the agreed-upon terms, provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an agreement exists documenting the specific terms of the transaction; the sales price is fixed or determinable; and collectibility is reasonably assured. Management assesses the business environment, the customer’s financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectibility is reasonably assured. If collectibility is not considered reasonably assured at the time of sale, the Company abandoned its previous business of sale of original artwork and re-entered the development stage with its intended new business, which currently has no revenues. Managementdoes not recognize revenue until collection occurs. The Company expects to sustain losses from operations until such time it can generate sufficient revenues to meet its anticipated cost structure. The Company is considered a development-stage companybegin recognizing revenue in accordance with the ASC 915, “Accounting and Reporting by Development-Stage Enterprises.” A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.second quarter of next fiscal year.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Website
In accordance with ASC 350-50, “Website Development Costs,” expenditures during
Expenditures related to the planning and operating stagesoperation of the Company’s website are expensed as incurred. Expenditures incurred duringrelated to the website application and infrastructure development stage are capitalized and amortized to expense over the website’s estimated useful life of 3three (3) years. Amortization for the nine months ended December 31, 2017 was $1,344.
6
Intangible AssetsRecent Accounting Pronouncements
Intangible assets include
The Financial Accounting Standards Board issues Accounting Standards Updates (“ASU”) to amend the costauthoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of acquiringASUs to date that amend the intellectual property. In accordance with ASC 350-30 “General Intangibles Other Than Goodwill," an intangible asset that is acquiredoriginal text of the ASC. The Company believes those updates issued-to-date either individually or with a group of other assets shall be recognized. Costs of internally developing, maintaining, or restoring intangible assets that(i) provide supplemental guidance, (ii) are technical corrections, (iii) are not specifically identifiable, that have indeterminate lives,applicable to the Company, or that(iv) are inherent in a continuing business and related to an entity as whole, shall be recognized as an expense when incurred. The intellectual property is determinednot expected to have an indefinite useful life and is not subjecta significant impact on the Company.
NOTE 5 – RELATED-PARTY TRANSACTIONS
The Company’s Chief Executive Officer (“CEO”) advanced $47,598 to amortization. The useful lives of intangible assets are reassessed at each reporting period. Duringthe Company during the nine month periodmonths ended December 31, August 2014, the Company recorded a write down of $45,000 related2017 to its intangible assetpay for website development costs and intellectual property.
25
Impairment of Long-Lived Assets
Long-lived assets include the websiteoperating expenses. The advances are due on demand and intangible assetscarry no interest. The related-party advances totaled $60,861 and intellectual property. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There has been no impairment$13,263 as of December 31, August 2014.2017 and March 31, 2017, respectively.
Research and Development
Research and development expenses are charged to operations as incurred.NOTE 6 – COMMITMENTS AND CONTINGENCIES
Income Taxes
The Company adoptedis not currently involved with and does not have knowledge of any pending or threatened litigation against the ASC 740, “AccountingCompany or any of its officers.
NOTE 7 – STOCKHOLDERS’ DEFICIT
During the three months ended December 31, 2017, the Company’s Board of Directors approved the rescission of 39,200,000 shares of common stock. Prior to the Company’s change in name and business focus, these shares were issued pending financial compensation to be received by the Company, agreements to be signed between the Company and certain consultants/shareholders, or specific performance by the consultants/shareholders. As these conditions were ultimately not met by these shareholders, the Board of Directors rescinded these shares. No value was ascribed to the shares cancelled, thus no gain was recorded. As of December 31, 2017, there were 116,862,660 shares issued and outstanding.
NOTE 8 – SUBSEQUENT EVENTS
Subsequent to December 31, 2017, the Company’s CEO advanced additional funds totaling approximately $4,000 to pay for Income Taxes." ASC 740operating costs.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Eternelle Skincare Products Inc., unless the context requires otherwise.
Forward-Looking Statements
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the asset and liability methodnegative of accounting of income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the interim consolidated financialthose terms. The forward-looking statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable incomespecified in the years in which those temporary differences are expectedfollowing information have been compiled by our management on the basis of assumptions made by management and considered by management to be recoveredreasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or settled. A valuation allowancewarranty is established when necessary to reduce deferred tax assets to the amount expected to be realized.inferred from those forward-looking statements.
Basic and Diluted Income (Loss) per Share7
In accordance with ASC 260, “Earnings per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average numberBusiness of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share are not shown for periods in which the Company incurs a loss because it would be anti-dilutive. At August 31, 2014, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.Issuer
Estimated fair value of financial instruments
The carrying valuebusiness of Eternelle Skincare Products Inc. (the “Company” or “Eternelle”) is to develop and market skincare products. Peptides are the Company’s interim consolidated financial instruments, consistinglatest innovation in skincare as science has proven that peptides can help manage wrinkles in skin and reverse the signs of cash, accounts payable, and notes payable approximate their fair value due to the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion thataging. Using proprietary peptide blends, the Company is not exposeddeveloping a number of skincare products that demonstrate strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to significant interest or currency risks arisingboth women and men.
Our skincare products address various skincare needs. These products include moisturizers and serums for the face and around the eyes.
1. Skin Brightener – A unique pigment clarifying serum that addresses uneven production of melanin. It synergistically targets areas of hyper pigmentation.
2. Vitamin C Peptide – Plant-based collagen serum created to resist damage from these financial instruments.aging, sun damage, and environmental exposure.
Financial instruments3. Skin Moisturizer – A super fruit, antioxidant rich crème that potentially subjectcontains age defying peptides and vitamin C that significantly minimizes visible signs of aging.
Our Company has developed its proprietary skincare formulations, and we will use internationally recognized experts in the Company to concentrationsmanufacturing of credit risk consist principallyspecialized, professional quality products that meet the demands of cashday and cash equivalents. At 31 August 2014, all cashresort spa, medical spa, and cash equivalents were insured by agencies of the U.S. Government.eco spa markets.
Foreign Currency Translation
The interim consolidated financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters,” foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
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Comprehensive Income (Loss)
The Company adopted ASC 220, "Reporting Comprehensive Income." ASC 220 requires thathas identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the componentsdesign and total amountssourcing of comprehensive incomepackaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be displayedplaced through individual purchase orders as needed. With profound knowledge and expertise in cosmetic chemistry and professional skincare, this manufacturer has established itself as a leader in cutting edge formulations and product innovation in the interim consolidated financial statements beginningfield of skincare.
This manufacturer offers custom product formulation and manufacturing, allowing our Company to develop proprietary blends in 1998. Comprehensive income includesorder to privately brand our collection.
This supplier manufactures products in accordance with Good Manufacturing Procedures (GMP). It also follows the recommendations of the United States Food and Drug Administration and Health Canada and also adheres to the Quality Assurance Guidelines of the Cosmetic, Toiletry, and Fragrance Association. These guidelines enable us to guarantee the consistency and quality of our products from batch to batch. The manufacturer performs toxicity, microbiological, temperature, and stability tests on all formulations. They do not test on animals, and they select all botanicals for freshness, purity of source, quality, and potency. Every product will be researched and tested by the supplier’s manufacturing team before it is approved for sale.
We expect to begin production during the first quarter of next fiscal year and to launch our products by the second quarter of next fiscal year.
Financial Results and Trends
Results of Operations for the Nine Months Ended December 31, 2017 and 2016
At present, the Company has no revenue. Net loss increased from $2,235 for the nine months ended December 31, 2016 to $35,671 for the nine months ended December 31, 2017 due to higher general and administrative expenses.
Liquidity and Capital Resources
The Company requires significant cash to launch its business and reduce its payables. The Company’s primary sources of liquidity and capital resources have been related-party advances, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation.
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Cash Flow
The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
|
| Nine Months Ended |
| |||||
|
| December 31 |
| |||||
|
| 2017 |
|
| 2016 |
| ||
Net cash (used in) provided by: |
|
|
|
|
|
|
|
|
Operating activities |
| $ | (27,831 | ) |
| $ | (2,235 | ) |
Investing activities |
| $ | (16,000 | ) |
| $ | — |
|
Financing activities |
| $ | 47,598 |
|
| $ | 2,235 |
|
Operating Activities
Cash used in operating activities was $27,831 and $2,235 for the nine months ended December 31, 2017 and 2016, respectively. The increase in cash used in operating activities was primarily due to a higher net income and allloss, partially offset by changes in equity during a period that arises from non-owner sources, such as foreign currency itemsworking capital.
Investing Activities
Cash used in investing activities was $16,000 and unrealized gains$0 for the nine months ended December 31, 2017 and losses on certain investments2016, respectively. The increase in equity securities.cash used in investing activities was primarily due to website development costs.
Use of EstimatesFinancing Activities
Cash provided by financing activities was $47,598 and $2,235 for the nine months ended December 31, 2017 and 2016, respectively. The preparation ofincrease in cash provided by financing activities was primarily due to higher related-party advances. During the three months ended December 31, 2017, the Company’s interim consolidated financial statementsBoard of Directors approved the rescission of 39,200,000 shares of common stock. Refer to Note 7 for further detail.
Off-Balance Sheet Arrangements
None.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Quarterly Report on Form 10-Q in conformityconjunction with U.S. GAAP which requires managementother reports and documents that we file from time to make estimatestime with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and assumptionsCurrent Reports on Form 8-K that affectwe file from time to time. You may obtain copies of these reports directly from us or from the amounts reported in these interim consolidated financial statementsSEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and accompanying notes. Actual results could differ from those estimates.you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its websitehttp://www.sec.gov.
ITEM 3. QUANTATIVEQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK
We believe ourhad no material changes in market risk exposures arise primarily from exposures to fluctuationsthose described in interest rates“Item 2—Quantitative and exchange rates. We presently only transact business in Canadian and U.S. Dollars. We believe that the exchange rate risk surrounding the future transactionsQualitative Disclosures about Market Risk” of the Company will not materially or adversely affect our future earnings. We do not believe that we are subject to any seasonal trends. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.Registration Statement on Form 10-12G.
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ITEM 4. CONTROLS AND PROCEDURES
As of
This report includes the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participationcertification of our Chief FinancialExecutive Officer required by Rule 13a-14 of ourthe Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Financial Officer concluded that our disclosure controls and procedures are effectivedesigned to ensure that information required to be disclosed by us in the reports that we file or submit under the 1934Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange CommissionCommission’s (the “SEC”) rules and forms.forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.
Management’s Report on Internal Control over Financial Reporting
Our management isChief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the company in accordance with asassessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)15d(f) under the Exchange Act. Our internal control over financial reportingAct) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Management’s assessment of the effectiveness of the small business issuer’s internalU.S. GAAP. Internal control over financial reporting is as of the quarter ended 31 August 2014.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subjectincludes those policies and procedures that (a) pertain to the riskmaintenance of records that, controls may become inadequate becausein reasonable detail, accurately and fairly reflect the transactions and dispositions of changesassets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conditions,accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the degree of compliancefinancial statements.
In connection with the policies or procedures may deteriorate.
There was no change inpreparation of our Annual Report on Form 10-K for the year ended March 31, 2018, our Chief Executive Officer and Chief Financial Officer will evaluate the effectiveness of our internal control over financial reporting as of March 31, 2018.
Inherent Limitations on Internal Controls
It should be noted that occurred duringany system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the fiscal quarter ended August 31, 2014, that has materially affected, orobjectives of the control system are met. In addition, the design of any control system is reasonably likely to materially affect, our internalbased in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control over financial reporting.system include the following:
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● | Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes; | |
● | Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override; | |
● | The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; |
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● | Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and | |
● | The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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PART II –
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORSAs of December 31, 2017, the Company is not involved in any material litigation.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
On July 15, 2014, 4,660 shares of
During the Company’s common stock were issued for cash proceeds of $4,660.
Exemption From Registration Claimed
The above sale by the Company of itsnine months ended December 31, 2017, Eternelle did not sell any unregistered securities was made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individual and/or entity that purchased the unregistered securities was known to the Company and its management, through pre-existing business relationships, as long standing business associates . All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
Not applicable.
ITEM 4. MINEMINING SAFETY DISCLOSURE.DISCLOSURES
Not Applicable.applicable.
ITEM 5. OTHER INFORMATION
All information required
Effective November 7, 2017, Dennis Cox, who served as President and a Director of Eternelle, has resigned as President. Mr. Cox will remain as a Director.
On November 7, 2017, Byron Striloff was appointed to be reportedserve as President of Eternelle. Mr. Byron Striloff spent 35 years as a senior investment advisor in the areas of personal and corporate investment management, tax planning, venture capital, insurance, and estate planning. He was a reportproducing branch manager and has held senior management and directorship positions for various national investment dealers. His most recent account executive position as a senior personal and corporate investment advisor from 2012 through January 2016 was with CIBC Wood Gundy. He is also presently a Director of Nationwide Self Storage and a Trustee for Valhalla Diamond Trust.
His primary area of specialization is the development of financial strategies that optimize investment performance from long-term trends, tax minimization, and wealth creation for individuals and businesses. He is also a master qualified member of the Dent Foundation and frequently speaks at public seminars on Form 8-K during the third quarter covered by this Form 10-Q has been reported.demographic economic forecasting.
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ITEM 6. EXHIBITS
Exhibits
3.0 | Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. | |
3.1 | Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. | |
3.2 | Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. | |
3.3 | Corporate Bylaws. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. | |
10.1 | Advance from Baxter Koehn to Eternelle Skincare Products Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. | |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 20th day of October, 2014.authorized.
Registrant | Eternelle Skincare Products Inc. | ||
Date: | By: |
| |
/s/ Baxter Koehn | |||
Baxter Koehn | |||
Chief Executive Officer and Chief Financial Officer |
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